Announcements and Notices - Proposed Share Consolidation

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

(Incorporated in Cayman Islands with limited liability)

(Stock code: 2312) PROPOSED SHARE CONSOLIDATION PROPOSED SHARE CONSOLIDATION

The Company proposes to effect the Share Consolidation pursuant to which every twenty (20) issued and unissued Shares of HK$0.01 each in the share capital of the Company will be consolidated into one (1) Consolidated Share of HK$0.2 each.

GENERAL

The Share Consolidation is subject to the Shareholders' approval at the EGM and no Shareholders are required to abstain from voting on the resolution in relation to the Share Consolidation. A circular containing further details of the Share Consolidation and the notice of the EGM are expected to be despatched to the Shareholders on 2 February 2012.

PROPOSED SHARE CONSOLIDATION

The Company proposes to effect the Share Consolidation pursuant to which every twenty (20) issued and unissued Shares of HK$0.01 each in the share capital of the Company will be consolidated into one (1) Consolidated Share of HK$0.2 each.
The Share Consolidation will become effective upon the fulfillment of the conditions set out in the paragraph headed "Conditions of the Share Consolidation" below.

* for identification purposes only

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EFFECTS OF THE SHARE CONSOLIDATION

As at the date of this announcement, the authorised share capital of the Company is HK$300,000,000 divided into 30,000,000,000 Shares of HK$0.01 each, of which 4,927,865,100 Shares have been allotted and issued as fully paid or credited as fully paid. Upon the Share Consolidation becoming effective, on the basis that the Company does not allot, issue or purchase any Shares prior thereto, the authorised share capital of the Company shall become HK$300,000,000 divided into 1,500,000,000
Consolidated Shares of HK$0.2 each, of which 246,393,255 Consolidated Shares will have been allotted and issued as fully paid or credited as fully paid.
Fraction of Consolidated Shares that arise from the Share Consolidation will not be allotted to the Shareholders otherwise entitled thereto and will be aggregated and sold for the benefit of the Company.

DEALINGS OF THE CONSOLIDATED SHARES

The Consolidated Shares will be identical in all respects and rank pari passu in all respects with each other as to all future dividends and distributions which are declared, made or paid. Subject to the granting of the listing of, and permission to deal in, the Consolidated Shares on Stock Exchange, the Consolidated Shares will be accepted as eligible securities by HKSCC for deposit, clearance and settlement in CCASS with effect from the commencement date of dealings in the Consolidated Shares on Stock Exchange or such other date as determined by HKSCC. Settlement of transactions between participants of the Stock Exchange on any trading day is required to take place in CCASS on the second trading day thereafter. All activities under CCASS are subject to the General Rules of CCASS and CCASS Operational Procedures in effect from time to time.
Other than the expenses to be incurred in relation to the Share Consolidation, the implementation thereof will not alter the underlying assets, business operations, management or financial position of the Company or the proportionate interests or rights of the Shareholders, save for any fractional Consolidated Shares to which the Shareholders may be entitled.

CONDITIONS OF THE SHARE CONSOLIDATION

The Share Consolidation is conditional on:
(i) the passing of an ordinary resolution by the Shareholders to approve the Share Consolidation at the EGM;
(ii) the Listing Committee of the Stock Exchange granting approval for the listing of, and the permission to deal in, the Consolidated Shares in issue; and
(iii) the approval of the relevant regulatory authority, if any.
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LISTING APPLICATION

An application will be made by the Company to the Listing Committee of the Stock Exchange for the listing of, and the permission to deal in, the Consolidated Shares to be in issue upon the Share Consolidation becoming effective.

BOARD LOT SIZE

Reference is made to the announcement of the Company dated 23 November 2011 in relation to, amongst others, the change in board lot size. As proposed by the Board in the aforesaid announcement, the board lot size for trading of the Shares will be changed from 15,000 Shares to 20,000 Shares with effect from 9:00 a.m. on Friday, 27 January 2012. Upon the Share Consolidation becoming effective, the Consolidated Shares will be continued to be traded in board lots of 20,000 Consolidated Shares.

ARRANGEMENT ON ODD LOT TRADING

In order to facilitate the trading of odd lots (if any) of the Consolidated Shares, the Company will appoint a securities firm to provide matching service, on a best effort basis, to those Shareholders who wish to acquire odd lots of the Consolidated Shares to make up a full board lot, or to dispose of their holding of odd lots of the Consolidated Shares. Details of the odd lot arrangement will be set out in the circular to be despatched to the Shareholders in relation to the Share Consolidation.

REASONS FOR THE SHARE CONSOLIDATION

Pursuant to Rule 13.64 of the Listing Rules, where the market price of the securities of an issuer approaches the extremities of HK$0.01 or HK$9,995.00, the issuer may be required either to change the trading method or to proceed with a consolidation or splitting of its securities. In view of the recent trading price of the Shares, the Board proposes to implement the Share Consolidation. The Share Consolidation will enable the Company to comply with the trading requirements under the Listing Rules. The Share Consolidation will increase the nominal value of the Shares of the Company, and is expected to bring about a corresponding increase in the trading price of the Consolidated Shares. Accordingly, the Directors are of the view that the Share Consolidation is in the interests of the Company and the Shareholders as a whole.
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EXCHANGE OF SHARE CERTIFICATES

Subject to the Share Consolidation becoming effective, which is expected to be on 9:00 a.m. on Monday, 20 February 2012, Shareholders may, on or after Monday, 20 February 2012 until 4:00 p.m. on Wednesday, 28 March 2012 (both days inclusive), submit their share certificates for the Shares to the Company's share registrar in Hong Kong, Tricor Tengis Limited, at 26th Floor, Tesbury Centre, 28 Queen's Road East, Wanchai, Hong Kong, to exchange, at the expense of the Company, for certificates of the Consolidated Shares at the expenses of the Company. Thereafter, share certificates for the Shares will be accepted for exchange only on payment of a fee of HK$2.50 (or such other amount as may from time to time be specified by the Stock Exchange) by the Shareholders for each share certificate issued or cancelled, whichever is higher. Share certificates for the Shares will remain effective as documents of title but will not be accepted for delivery, trading and settlement purpose and may be exchanged for share certificates for Consolidated Shares at any time.

EXPECTED TIMETABLE

Set out below is the expected timetable for the implementation of the Share Consolidation which is subject to change and any changes will be announced in a separate announcement by the Company as and when appropriate.

2012

Despatch of circular with notice of EGM. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .Thursday, 2 February
Latest time for lodging forms of proxy for the EGM . . . . . . . . . . . . . . . . . . . . . . . . . .10:00 a.m. on
Wednesday, 15 February
Expected date and time of EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .10:00 a.m. on
Friday, 17 February
Publication of announcement of the result of the EGM. . . . . . . . . . . . . . . . . . . . Friday, 17 February
Effective time and date of the Share Consolidation . . . . . . . . . . . . . . . . . . . . . . . . . . . . .9:00 a.m. on
Monday, 20 February
First day for free exchange of existing share certificates for
new share certificates for the Consolidated Shares . . . . . . . . . . . . . . . . . . . . Monday, 20 February
Original counter for trading in Shares in board lot size
of 20,000 Shares temporarily closes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .9:00 a.m. on
Monday, 20 February
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Temporary counter for trading in Consolidated Shares in board lots of 1,000 Consolidated Shares
(in the form of existing share certificates) opens . . . . . . . . . . . . . . . . . . . . . . . . . . . . .9:00 a.m. on
Monday, 20 February
Parallel trading in Consolidated Shares in the form
of new share certificates and existing share certificates commences . . . . . . . . . . . . . .9:00 a.m. on
Monday, 5 March
Original counter for trading in Consolidated Shares in board lot size of 20,000 Shares (in the form of
new share certificates) re-opens . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .9:00 a.m. on
Monday, 5 March
Designated broker starts to stand in the market
to provide matching services for odd lots of Consolidated Shares . . . . . . . . . . . . . . .9:00 a.m. on
Monday, 5 March
Temporary counter for trading in Consolidated Shares in board lot size of 1,000 Consolidated Shares
(in the form of existing share certificates) closes . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4:00 p.m. on
Friday, 23 March
Parallel trading in Consolidated Shares in the form
of new share certificates and existing share certificates ends . . . . . . . . . . . . . . . . . . 4:00 p.m. on
Friday, 23 March
Designated broker ceases to stand in the market
to provide matching services for odd lots of Consolidated Shares . . . . . . . . . . . . . . 4:00 p.m. on
Friday, 23 March
Last day for free exchange of existing share certificates
for new share certificates for the Consolidated Shares . . . . . . . . . . . . . . . . . Wednesday, 28 March
All times and dates in this announcement refer to Hong Kong local times and dates.
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GENERAL

The Share Consolidation is subject to the Shareholders' approval at the EGM and no Shareholders are required to abstain from voting on the resolution in relation to the Share Consolidation. A circular containing further details of the Share Consolidation and the notice of the EGM are expected to be despatched to the Shareholders on 2 February 2012.

DEFINITIONS

In this announcement, unless the context requires otherwise, the following expressions have the meanings as set out below:
"Board" the board of Directors
"CCASS" the Central Clearing and Settlement System established and operated by HKSCC
"Company" China Financial Leasing Group Limited, a company incorporated in the Cayman Islands with limited liability and the Shares of which are listed on the Stock Exchange
"Consolidated Share(s)" ordinary share(s) of HK$0.2 each in the share capital of the
Company upon the Share Consolidation becoming effective
"Director(s)" director(s) of the Company
"EGM" the extraordinary general meeting of the Company to be held to approve the Share Consolidation
"HK$" Hong Kong Dollars, the lawful currency of Hong Kong
"Hong Kong" the Hong Kong Special Administrative Region of the People's
Republic of China
"HKSCC" Hong Kong Securities Clearing Company Limited
"Listing Rules" the Rules Governing the Listing of Securities on the Stock
Exchange of Hong Kong Limited
"Share(s)" existing ordinary share(s) of par value of HK$0.01 each in the share capital of the Company
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"Share Consolidation" the proposed consolidation of every twenty (20) Shares into one (1) Consolidated Share
"Shareholders" registered holder(s) of issued share(s) of the Company
"Stock Exchange" The Stock Exchange of Hong Kong Limited
By order of the Board

China Financial Leasing Group Limited Tse Kam Fai

Company Secretary

Hong Kong, 20 January 2012

As at the date of this announcement, the board of Directors of the Company comprises Mr. Choy Kwok Hung, Patrick (Chairman), Mr. Chan Chi Hung (Managing Director) and Mr. Lin Wen Pin as executive Directors, Mr. Yang Nai Jiang (Deputy Chairman) as non-executive Director, and Mr. Yue Man Yiu, Matthew, Mr. Chung Koon Yan and Mr. Chung Shu Kun, Christopher as independent non- executive Directors.

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